Earendel Group

    Terms and conditions

    Read below the general terms and conditions of Earendel Group B.V.

    ARTICLE 1. | DEFINITIONS

    In these general terms and conditions, the following terms are used in the following meanings, unless the nature or purpose of the provisions indicates otherwise.

    1. Earendel Group B.V.: Earendel Group B.V., the user of these general terms and conditions, located in De Meern, registered in the Trade Register under Chamber of Commerce number 93850670.
    2. Counterparty: the natural or legal person, acting in the exercise of a profession or business, with whom Earendel Group B.V. has entered into or intends to enter into an agreement.
    3. Agreement: any agreement concluded between the counterparty and Earendel Group B.V., whereby Earendel Group B.V. is obliged, for a price to be agreed upon later, to perform work, provide services and/or supply products.
    4. Work/services: all work and services to which Earendel Group B.V. has committed itself in the context of the agreement towards the counterparty, including but not limited to, advice, sound measurements and installation.
    5. Products: all items to be delivered and/or installed by or on behalf of Earendel Group B.V. in the context of the agreement, including but not limited to, construction materials, acoustic materials, acoustic floors, walls and ceilings, all in the broadest sense of the word.
    6. Written: both traditional written communication and digital communication stored on a durable data carrier, such as email communication.

    ARTICLE 2. | GENERAL PROVISIONS

    1. These general terms and conditions apply to every offer made by Earendel Group B.V. and to every agreement that comes into being.
    2. These general terms and conditions also apply to agreements for which third parties are involved in the execution.
    3. The applicability of the general or any differing conditions of the other party is expressly rejected.
    4. Deviations from the provisions of these general terms and conditions can only be made in writing. If and insofar as the agreements made by the parties in writing deviate from the provisions of these general terms and conditions, the agreements made by the parties in writing shall apply.
    5. The invalidity or nullity of one or more of these provisions does not affect the validity of the remaining provisions. In such a case, the parties are obliged to enter into mutual consultation in order to reach a replacement arrangement regarding the affected provision. The aim and intent of the original provision shall be taken into account as much as possible.

    ARTICLE 3. | OFFER AND FORMATION OF THE AGREEMENT

    1. Unless a deadline for acceptance is stated, all offers from Earendel Group B.V. are non-binding.
    2. Obvious errors and mistakes in the offer from Earendel Group B.V. do not bind them.
    3. No rights can be derived by the counterparty from an offer from Earendel Group B.V. that is based on incorrect or incomplete information provided by the counterparty.
    4. The agreement is established through offer and acceptance. If the acceptance by the counterparty deviates from the offer of Earendel Group B.V., the agreement will not be established according to this deviating acceptance, unless Earendel Group B.V. indicates otherwise. An order of products via the webshop of Earendel Group B.V. is confirmed electronically by Earendel Group B.V. after it has been placed, at which point the purchase agreement comes into effect.
    5. A combined price quotation does not obligate Earendel Group B.V. to fulfil a part of the offer at a corresponding portion of the quoted price.
    6. If the counterparty enters into the agreement on behalf of another natural or legal person, they declare to be authorised to do so by entering into the agreement. The counterparty is jointly liable, along with this (legal) person, for all obligations arising from that agreement.

    ARTICLE 4. | THIRD PARTIES AND TERMS

    1. Earendel Group B.V. is always entitled to delegate the execution of the agreement in whole or in part to third parties. The applicability of articles 7:404 and 7:407 paragraph 2 of the Dutch Civil Code is excluded.
    2. To the extent that Earendel Group B.V. becomes involved in agreements concluded between the counterparty and third parties in the course of its business operations, Earendel Group B.V. is not a party to those agreements and accepts no liability for damage in connection with deficiencies attributable to those third parties.
    3. All stated execution and delivery times are at all times indicative, non-fatal deadlines. The default of Earendel Group B.V. will not occur until after the counterparty has formally put Earendel Group B.V. in default in writing, in which notice of default a reasonable period is specified within which Earendel Group B.V. can still comply with the agreement and compliance has still not occurred after the expiry of the latter period.
    4. Execution and delivery times do not commence until Earendel Group B.V. has received all the information required from the counterparty for the delivery and execution of the agreement.

    ARTICLE 5. | ACTIVITIES AND SERVICES: OBLIGATIONS OF THE COUNTERPART

    1. To the extent necessary for a proper setup and/or execution of the agreement, the other party, whether at the request of Earendel Group B.V. or not, is always obliged to provide all relevant information to Earendel Group B.V. as soon as required for the execution of the agreement, in the manner prescribed by Earendel Group B.V. Furthermore, the other party must always provide all cooperation required for the execution of the agreement to Earendel Group B.V. The other party will take all reasonable measures to optimise the execution of the agreement. Earendel Group B.V. is never liable for damage resulting from incorrect or incomplete information provided by the other party.
    2. The other party is obliged to notify Earendel Group B.V. as soon as possible of all facts and circumstances that manifest themselves, whether or not after the conclusion of the agreement, and of which it is reasonably apparent that such facts or circumstances affect the timely and/or proper execution of the agreement.
    3. Insofar as the agreement provides for the execution of sound measurements, the other party guarantees that no persons are present in the work area during the execution of those activities unless with the prior consent of Earendel Group B.V. Sound measurements can cause damage to the hearing of individuals, for which Earendel Group B.V. accepts no liability.
    4. As much as reasonably relevant, the other party is responsible for promptly informing its personnel and other third parties about the execution of the work by or on behalf of Earendel Group B.V., including the risks that the execution of the agreement poses for them in case of their presence or proximity to the work being carried out.
    5. The other party provides a container free of charge for Earendel Group B.V. for the disposal of waste and packaging materials used and/or processed in the execution of the work.
    6. The other party guarantees that it will provide all cooperation to enable the individuals employed by Earendel Group B.V. to carry out the (installation) work in a timely and proper manner. The other party must ensure the correct and timely execution of all arrangements, provisions, and other conditions necessary for carrying out the work. Furthermore, the other party is responsible at its own cost and risk for ensuring that:
    - the individuals employed by Earendel Group B.V. gain access to the place of execution at the agreed time and can perform the work during normal working hours. If deemed necessary, the other party must provide the opportunity to carry out the work outside normal working hours. Earendel Group B.V. will notify of this as much as possible in advance;
    - the individuals employed by Earendel Group B.V. have free access to all provisions reasonably needed for carrying out the work, such as water and electricity (230/380V).
    - all reasonable safety and precautionary measures are taken and maintained during the execution of the work;
    - the floor where the installation work is carried out is free, clean, and smooth;
    - a dry and swept space is available in the immediate vicinity of the work location for the temporary storage of items, tools, and other materials for the individuals employed by Earendel Group B.V. The other party ensures that this space is not entered by third parties to prevent damage to the stored items.
    7. During the execution of installation work, it may be necessary for the individuals employed by Earendel Group B.V. to stand on tables, desks, or other items present at the work location. If the other party does not wish this, it must ensure the timely removal of these items. The items mentioned here, as well as the floors, will not be covered by or on behalf of Earendel Group B.V. Any liability of Earendel Group B.V. for damage caused to the other party's items is excluded, except in cases of intent and gross negligence on its part. (Noise) nuisance will be limited as much as possible by the individuals employed by Earendel Group B.V., without Earendel Group B.V. being able to provide any guarantee regarding the limitation of (noise) disturbance.

    ARTICLE 6. | CANCELLATION OF AGREEMENTS

    1. In the event of full or partial cancellation of services or work, the other party must notify Earendel Group B.V. in writing and is obliged to reimburse Earendel Group B.V. for all reasonably incurred and yet to be incurred costs related to the execution of the agreement, supplemented by the fee of Earendel Group B.V. in proportion to the already executed part of the agreement, all this without prejudice to Earendel Group B.V.'s right to claim compensation for loss of profit, as well as for any other damage resulting from the cancellation.
    2. To the extent that the agreement provides for the purchase of goods, the other party remains liable to pay the full agreed purchase price in the event of cancellation of the order.

    ARTICLE 7. | ADVICE AND SOUND MEASUREMENTS

    1. Earendel Group B.V. commits to executing the agreements related to consultancy, sound measurements, and other agreements that are considered a contract for services under Article 7:400 of the Dutch Civil Code, to the best of its insight and ability. However, Earendel Group B.V. only commits to a best-efforts obligation regarding this and can never be held liable for the results that the other party aimed to achieve by entering into the agreement.
    2. All calculations mentioned in connection with the execution of sound measurements provide merely an indication of the expected acoustic values. In compiling this calculation, the dimensions of the spaces and the absorption materials present therein are taken into account as thoroughly as possible. However, calculated values may deviate compared to practical measurements. Such deviations cannot be considered a shortcoming of Earendel Group B.V.

    ARTICLE 8. | SALE OF PRODUCTS

    1. Unless expressly agreed otherwise, or unless the products are brought by or on behalf of Earendel Group B.V. during the execution of work, the delivery of the ordered products will take place by delivering them to the delivery address provided by the counterparty. In the absence of a delivery address, the invoice address will be regarded as the delivery address.
    2. Unless expressly agreed otherwise, Earendel Group B.V. determines the method of transport and the packaging of the products.
    3. The risk of loss and damage to the products transfers to the counterparty at the moment the products are received by the counterparty or by a third party designated by them, unless a specifically agreed delivery condition provides otherwise.
    4. The counterparty is obliged to take delivery of the purchased products at the moment they are made available to them or delivered to them. If the counterparty refuses to take delivery for any reason or is negligent in providing information or instructions necessary for delivery, the products will be stored at the expense and risk of the counterparty after Earendel Group B.V. has warned them about this. In such a case, the counterparty will owe reasonable costs for storage and transport of the products in addition to the purchase price.
    5. Earendel Group B.V. is allowed to deliver orders in parts. If orders are delivered in parts, Earendel Group B.V. is entitled to invoice each part separately.
    6. Mentioned, displayed, and/or agreed characteristics of products manufactured or processed according to the specifications of the counterparty may deviate on subordinate points from what is actually delivered. Subordinate points are regarded as all minor deviations in the properties of the goods that are reasonably not burdensome to the counterparty and which they ought to reasonably tolerate, such as minor deviations in colours, shapes, and sizes. The presence of subordinate deviations does not give the counterparty grounds to suspend their obligations under the agreement, to terminate the agreement in whole or in part, or to claim damages or any other compensation.

    ARTICLE 9. | AMENDMENT OF THE AGREEMENT AND ADDITIONAL WORK

    1. If after the conclusion of the agreement it appears that it is necessary to modify or supplement the agreement for a proper completion, the parties shall timely and in mutual consultation proceed to amend the agreement. If the nature, scope, or content of the agreement is changed in qualitative and/or quantitative terms, this may have consequences for what was originally agreed. As a result, the originally agreed price may be increased or decreased. Earendel Group B.V. will provide a price estimate in advance as much as possible.
    2. In the event of additional requests or changes desired by the other party in the agreed terms, the associated extra costs will be borne by the other party. Earendel Group B.V. will timely inform the other party about the necessity of charging these costs, unless the other party should have understood this necessity on its own.
    3. A change to the agreement may modify the originally specified execution period. The other party accepts the possibility of changes to the agreement, including changes in price and execution period. If the agreement is modified or supplemented, Earendel Group B.V. is entitled to perform only after the other party has agreed to the adjusted price and other conditions, including the time to be determined for the execution of the agreement. The failure or delay in executing the modified agreement does not constitute a breach by Earendel Group B.V., nor is it a reason for the other party to dissolve the agreement.
    4. If, after the conclusion of the agreement, circumstances arise or come to light that increase costs, which can be attributed to the other party based on inaccurate information it provided, the additional costs will be the responsibility of the other party, unless Earendel Group B.V. should have discovered the inaccuracy of the information provided by the other party before determining the price. Earendel Group B.V. will timely inform the other party about the necessity of charging these additional costs.
    5. Without risking default, Earendel Group B.V. may refuse a request to amend the agreement if the performance of the amended agreement cannot reasonably be demanded from it.
    6. Agreements for additional work, unless otherwise specified in the rest of this article, take place in consultation and will be documented in writing as much as possible.

    ARTICLE 10. | RESEARCH AND ADVERTISEMENTS

    1. The other party is required to check upon delivery of the products or completion of the work immediately whether the nature and quantity of the products or the completed work corresponds to the agreement.
    2. If the delivered items, in the opinion of the other party, do not correspond to the agreement, they must notify Earendel Group B.V. without delay.
    3. If a defect was not reasonably visible at the time of delivery, the other party must make this known to Earendel Group B.V. in writing within seven days of discovering the defect, or at least within a reasonable time of being able to discover it.
    4. If the other party does not lodge a complaint in a timely manner, no obligation arises for Earendel Group B.V. from such a complaint.
    5. Even if the other party lodges a complaint in time, the other party's obligation to pay and to further comply with the agreement remains.
    6. Products may only be returned to Earendel Group B.V. with prior written consent. Returns of the products are at the expense of the other party.

    ARTICLE 11. | WARRANTY

    1. The other party only claims the expressly agreed warranty and/or the manufacturer's warranty provided with the products.
    2. Any warranty provided shall in any case be void if a defect is the result of an external cause or cannot be attributed to Earendel Group B.V. or its suppliers. This includes, but is not limited to, defects resulting from damage, improper or careless use, and use contrary to the instructions or other directions from or on behalf of Earendel Group B.V..
    3. In order to make its warranty claim valid, the other party must notify Earendel Group B.V. within the period referred to in article 10.3.
    4. In cases where explicit sound warranties have been issued by Earendel Group B.V. and the delivered product does not appear to meet these, Earendel Group B.V. is only liable for the free repair of the delivered product. If repair is not possible, Earendel Group B.V. will apply a discount to the other party which will be determined reasonably. Earendel Group B.V. is not obliged to provide free repair of the delivered product if, in the opinion of Earendel Group B.V., repair would lead to a disproportionately costly solution.
    5. Clause 6 of the previous article applies correspondingly to any warranty claims of the other party.
    6. The provisions of this article do not affect any expressly stipulated warranty conditions.

    ARTICLE 12. | FORCE MAJEURE

    1. Earendel Group B.V. is entitled to suspend the performance of the agreement if and to the extent that it is hindered (further) in fulfilling the agreement due to force majeure, without the other party claiming any form of
    compensation. Earendel Group B.V. will notify the other party of the force majeure situation as soon as possible.
    2. Force majeure is understood to mean any circumstance that cannot be attributed to Earendel Group B.V. under the
    law, a legal act or prevailing social norms, such as strikes, occupation, blockade, staff illness, failure of transporters or other third parties on whom Earendel Group B.V. relies, failure of communication means, such as telephone and internet, natural disasters, bad weather, lightning strikes, flooding, and fire.
    3. If the force majeure situation makes compliance with the agreement permanently impossible, the parties are entitled to dissolve the agreement for that portion to which the force majeure applies, without the other party claiming any form of compensation.
    4. For performances already delivered and possibly yet to be delivered, the other party is, even in case of force majeure, obliged to pay the agreed price, unless these performances have no independent value.

    ARTICLE 13. | SUSPENSION AND DISSOLUTION

    1. Earendel Group B.V. is entitled to suspend the performance of the agreement or to terminate the agreement with immediate effect, in whole or in part, if and to the extent that the other party fails to meet its obligations under the agreement, whether not at all, not in a timely manner, or not fully, or if circumstances that come to the attention of Earendel Group B.V. after the conclusion of the agreement provide good reason to fear that the other party will not fulfil its obligations.
    2. If the other party is declared bankrupt, if any seizure has been made on its assets, or otherwise cannot freely dispose of its assets, Earendel Group B.V. is entitled to terminate the agreement with immediate effect, unless the other party has already provided sufficient security for the payment(s).
    3. Furthermore, Earendel Group B.V. is entitled to terminate the agreement if and to the extent that circumstances arise which are of such a nature that performance of the agreement is impossible or unreasonably cannot be required of it.
    4. The other party shall never make any claim for damages in connection with the suspension or right of termination exercised by Earendel Group B.V. under this article.
    5. To the extent it can be attributed to her, the other party is obliged to compensate the damage suffered by Earendel Group B.V. as a result of the suspension or termination of the agreement.
    6. If Earendel Group B.V. terminates the agreement under this article, all claims against the other party shall become immediately due and payable.

    ARTICLE 14. | PRICES AND PAYMENTS

    1. Unless explicitly stated otherwise, all prices mentioned by Earendel Group B.V. are exclusive of VAT and, in the case of product delivery, any associated delivery costs. Furthermore, the agreed prices do not include the costs of:
    - any construction work on existing structures;
    - any electrical and installation technical work, such as relocating
    smoke detectors, lighting, and/or (wall) sockets;
    - use of lifting and hoisting equipment;
    - internal and vertical transport;
    - safety instructions by technicians for more than one hour.
    2. If, after the conclusion of the agreement, there are increases in VAT rates or other government charges, Earendel Group B.V. is entitled to adjust the agreed prices accordingly.
    3. Earendel Group B.V. is entitled to pass on price increases of cost-determining factors that arise after the conclusion of the agreement, but before its completion, to the counterparty.
    4. Earendel Group B.V. is always entitled to demand full or partial advance payment of the agreed price. Earendel Group B.V. is not obliged to commence (further) performance of the agreement until the relevant advance payment has been fully made.
    5. Payments must be made within the term stated on the invoice, in the manner prescribed by Earendel Group B.V.
    6. If payment is not made on time, the counterparty shall be in default by operation of law. From the day the counterparty is in default, it owes interest on the outstanding amount of 1% per month, with a portion of a month being regarded as a full month. 7. All reasonable costs, including judicial, extrajudicial, and enforcement costs, incurred in obtaining the amounts owed by the counterparty, shall be borne by it.

    ARTICLE 15. | LIABILITY AND INDEMNITY

    1. Earendel Group B.V. is not liable for any damage related to or caused by:
    - any inaccuracies or incompleteness in the information provided by the other party;
    - a defect in a product of the other party on which the work is being performed, unless Earendel Group B.V. was aware of this defect;
    - any other shortcoming in the fulfilment of the obligations of the other party arising from the law, the agreement, or these general terms and conditions;
    - any other circumstance that cannot be attributed to Earendel Group B.V.
    2. Advice is provided and compiled to the best of understanding and ability, but does not guarantee the other party that they can unconditionally act on this advice. The other party is responsible for actions and omissions by themselves or a third party arising from the advice provided by Earendel Group B.V. Any liability of Earendel Group B.V. in this regard is excluded, except in cases of intent or gross negligence on its part.
    3. The other party cannot derive any rights from free advice or advice obtained through online tools from Earendel Group B.V.
    4. Notwithstanding the provisions of the rest of these general terms and conditions, liability of Earendel Group B.V. for remediable shortcomings only exists after the other party has given Earendel Group B.V. the opportunity to rectify this damage, failing which Earendel Group B.V. shall incur no liability in this regard.
    5. Furthermore, Earendel Group B.V. is not liable for damage for which the manufacturer of the products is liable under the legal regime of product liability.
    6. Earendel Group B.V. is never liable for indirect damage, including loss of income, lost profits, and damage resulting from business interruption. If, despite the provisions of these general terms and conditions, there is nonetheless liability on the part of Earendel Group B.V., it can only be held liable for
    direct damage. Direct damage is understood to mean exclusively:
    - the reasonable costs for determining the cause and extent of the damage, insofar as the determination relates to damage that qualifies for compensation under these general terms and conditions;
    - any reasonable costs incurred to align the defective performance of Earendel Group B.V. with the agreement, as far as these can be attributed to Earendel Group B.V.;
    - reasonable costs incurred to prevent or limit damage, insofar as the other party demonstrates that these costs have led to the limitation of the damage that qualifies for compensation under these general terms and conditions.
    7. Notwithstanding the provisions of the rest of these general terms and conditions, the liability of Earendel Group B.V. is at all times limited to the invoice value of the agreement, or at least to that part of the agreement to which the liability of Earendel Group B.V. relates, with the understanding that the liability of Earendel Group B.V. shall never exceed the amount actually paid out in the relevant case under the liability insurance taken out by Earendel Group B.V., increased by any excess of Earendel Group B.V. applicable under that insurance.
    8. The limitation period for all claims and defenses against Earendel Group B.V. is one year.
    9. Except in cases of intent or gross negligence by Earendel Group B.V., the other party shall indemnify Earendel Group B.V. against all claims from third parties, for whatever reason, related to compensation for damage, costs, or interest pertaining to the execution of the agreement by or on behalf of Earendel Group B.V., as well as the use of the products supplied by Earendel Group B.V.

    ARTICLE 16. | RESERVATION OF TITLE

    1. All products sold and delivered by Earendel Group B.V. remain its property until the other party has duly fulfilled all its obligations under the agreement.
    2. The other party is prohibited from selling, pledging, or encumbering the products subject to the retention of title in any other way.
    3. If third parties seize the products subject to the retention of title, or wish to establish or enforce rights on them, the other party is obliged to notify Earendel Group B.V. as soon as possible.
    4. The other party is required to insure and keep the products subject to the retention of title insured against fire and water damage, as well as against theft.
    5. The other party gives unconditional consent to Earendel Group B.V. or third parties designated by Earendel Group B.V. to access all places where the products subject to the retention of title are located. In the event of default by the other party, Earendel Group B.V. is entitled to reclaim the products referred to herein. All reasonable costs associated with this are charged to the other party.
    6. If the other party has fulfilled its obligations after the sold products have been delivered to it by Earendel Group B.V., the retention of title regarding these products is revived if the other party fails to meet its obligations under a subsequently concluded agreement.

    ARTICLE 17. | INTELLECTUAL PROPERTY

    1. Earendel Group B.V., or its licensors, reserves all intellectual property rights to the documents and other information produced by them and provided to the counterparty, including advice, reports and methods.
    2. The counterparty is prohibited from reproducing, duplicating, publishing or otherwise making available to third parties the goods referred to in paragraph 1 without prior written consent from Earendel Group B.V., unless otherwise mandated by the nature or purpose of the agreement.

    ARTICLE 18. | FINAL PROVISIONS

    1. Dutch law exclusively applies to any agreement and all legal relationships arising therefrom between the parties.
    2. Before bringing a case to court, the parties are obliged to make every effort to resolve the dispute amicably through mutual consultation.
    3. Only the competent court within the district of the registered office of Earendel Group B.V. is designated to hear judicial disputes.
    4. The Dutch version of these provisions shall always prevail for their interpretation.